Kyowa Kirin Co., Ltd. TSE:4151

Kyowa Kirin : Announcement regarding the Partial amendments to the Articles of Incorporation (0B)

Published

Source: MarketScreener

FOR IMMEDIATE RELEASE

Company Name Kyowa Kirin Co., Ltd.

Representative Abdul Mullick, President and COO

(Code No. 4151, TSE Prime)

Inquiries Hiroki Nakamura, Executive Vice President,

Corporate Communications Department Media Contact: +81-3-5205-7205

Investor Contact: +81-3-5205-7206

Announcement regarding the Partial amendments to the Articles of IncorporationTokyo, Japan, February 19, 2026 - Kyowa Kirin Co., Ltd. (President and COO: Abdul Mullick; hereinafter, the “Company”) hereby announces that, at a meeting of the Board of Directors held today, it was resolved to submit a proposal for "Partial Amendment to the Articles of Incorporation" to the Ordinary General Meeting of Shareholders scheduled to be held on March 19, 2026. The details are as follows.
  1. Purpose of Amendment

    1. Amendments related to business purpose

      In order to expand the scope of the Company’s business and prepare for future business development, the Company proposes to add a new business purpose to Article 3 (Purpose) of the current Articles of Incorporation.

    2. Amendments related to the transition to a company with an Audit & Supervisory Committee

      By transitioning to a company with an Audit & Supervisory Committee, the Company aims to further strengthen the Board of Directors’ supervising function of business execution. This will enable the Board of Directors to more clearly distinguish matters that should be entrusted to the executive management and those that require deliberation by the Board of Directors. Leveraging the diverse skills and expertise of the Directors of the Board, the Board of Directors will further focus on discussing medium- to long-term and overarching strategies, as well as the management infrastructure necessary to support such strategies, under the highly uncertain business environment. Through these measures, the Company aims to enable swift and decisive decision-making accompanied by appropriate risk-taking, and to establish a framework to support such decision-making. In addition, by appointing Audit & Supervisory Committee Members, who are responsible for auditing and supervising the execution of duties by Directors of the Board, as members of the Board of Directors, the Company will further enhance its supervising framework. At the same time, by strengthening the instruction and coordination framework between the Audit & Supervisory Committee and the Internal Audit Department, the Company will enhance the effectiveness of audits of executive management.

      In connection with this transition, provisions related to Directors of the Board who are Audit & Supervisory Committee Members and the Audit & Supervisory Committee will be newly established, provisions related to Audit & Supervisory Board Members and the Audit & Supervisory Board will be deleted, and provisions related to the number of Directors of the Board, and delegation of important business execution decisions will be newly established.

      In addition, other necessary amendments will be made, including revisions of wording and

      adjustments to article numbering, in connection with the above amendments.

  2. Details of amendments

    The details of the amendments to the Articles of Incorporation are as set forth in the attached sheet (amended portions are underlined).

  3. Schedule

Date of Annual Shareholders Meeting March 19, 2026 (scheduled) Effective Date of Amendment March 19, 2026 (scheduled)

END

(Attachment)

(Underlined parts are amended)

Current Articles of Incorporation

Proposed Amendment

Chapter I. General Provisions Article 1. (Trade name)

Article 2. (Location of head office)

Article 3. (Purpose)

The purpose of the Company shall be to engage in the following businesses:

1. Manufacture, export and import, and purchase and sale of petrochemical products such as solvents and plasticizers, and chemical industrial products such as fertilizers;

Chapter I. General Provisions Article 1. (Trade name)

Article 2. (Location of head office)

Article 3. (Purpose)

The purpose of the Company shall be to engage in the following businesses:

1. Manufacture, export and import, and purchase and sale of petrochemical products such as solvents and plasticizers, and chemical industrial products such as fertilizers;

  1. Manufacture, export and import, and purchase and sale of pharmaceutical products;

  2. -18.

Article 4. (Organization)

The Company shall establish the following organizations, in addition to the General Meeting of Shareholders and Directors.

  1. Board of Directors;

  2. Audit & Supervisory Board Member

  3. Audit & Supervisory Board; and

  4. Accounting Auditor.

Article 5. (Method of public notice)

  1. Manufacture, export and import, and purchase and sale of pharmaceutical products and regenerative medicine products and the like;

  2. -18.

Article 4. (Organization)

The Company shall establish the following organizations, in addition to the General Meeting of Shareholders and Directors.

  1. Board of Directors;

  2. Audit & Supervisory Committee;

  3. Accounting Auditor.

Article 5. (Method of public notice)

(Underlined parts are amended)

Current Articles of Incorporation

Proposed Amendment

Chapter II. Shares Article 6. - Article 12.

Chapter III. General Meetings of Shareholders

Article 13. - Article 18.

Chapter IV. Directors of the Board and Board of Directors

Article 19. (Number of Directors of the Board)

The Company shall have not more than ten (10) Directors of the Board.

Article 20. (Election of Directors of the Board)

Directors of the Board shall be elected at a General Meeting of Shareholders.

Chapter II. Shares Article 6. - Article 12.

Chapter III. General Meetings of Shareholders

Article 13. - Article 18.

Chapter IV. Directors of the Board and Board of Directors

Article 19. (Number of Directors of the Board)

The Company shall have not more than ten (10) Directors of the Board (excluding Directors of the Board who are Audit & Supervisory Committee Members). The Company shall have not more than five (5) Directors of the Board who are Audit & Supervisory Committee Members).

Article 20. (Election of Directors of the Board)

Directors of the Board shall be elected at a General Meeting of Shareholders by distinguishing those Directors of the Board who are Audit & Supervisory Committee Members and other Directors of the Board.

A resolution for election of Directors of the Board shall be adopted by a majority of the voting rights of the shareholders present at the General Meeting of Shareholders where shareholders holding in aggregate one third (1/3) or more of the voting rights of shareholders who are entitled to exercise their voting rights are present.

Cumulative voting shall not be used for a resolution for the election of Directors of the Board.

A resolution for election of Directors of the Board shall be adopted by a majority of the voting rights of the shareholders present at the General Meeting of Shareholders where the shareholders holding in aggregate one third (1/3) or more of the voting rights of shareholders who are entitled to exercise their voting rights are present.

Cumulative voting shall not be used for a resolution for the election of Directors of the Board.

(Underlined parts are amended)

Current Articles of Incorporation

Proposed Amendment

The effect of the resolution for election of a substitute Directors of the Board who are Audit & Supervisory Committee Members, elected pursuant to Article 329, Paragraph 3 of the Companies Act, shall extend through the commencement of the Ordinary General Meeting of Shareholders associated with the last fiscal year ending within two (2) years after their election.

Article 21. (Term of office of Directors of the Board)

Article 21. (Term of office of Directors of the Board)

The term of office of Directors of the Board shall expire at the conclusion of the Ordinary General Meeting of Shareholders concerning the last business year ending within one (1) year from the time of their election.

The term of office of Directors of the Board (excluding Directors of the Board who are Audit & Supervisory Committee Members) shall expire at the conclusion of the Ordinary General Meeting of Shareholders concerning the last business year ending within one (1) year from the time of their election.

The term of office of Directors of the Board who are Audit & Supervisory Committee Members shall expire at the conclusion of the Ordinary General Meeting of Shareholders concerning the last business year ending within two (2) years from the time of their election.

The term of office of a Director of the Board who is an Audit & Supervisory Committee Member that was elected to fill a vacancy for a Director of the Board who was an Audit & Supervisory Committee Member that resigned prior to the expiration of his or her term of office shall extend through the expiration of the term of office for the resigning Director of the Board who was an Audit and Supervisory Committee Member.

Article 22. (Remunerations for Directors of the Board)

Article 22. (Remunerations for Directors of the Board)

Remunerations, bonuses, or other economic benefits from the Company as

Remunerations, bonuses, or other economic benefits from the Company as